Order Management Template YTG PMS

Order Management Template YTG PMS

Parties and Effective Date

This Order Management Agreement (the Agreement) is entered into as of (Effective Date) by and between the Purchaser and the Supplier identified above.

WHEREAS

WHEREAS, Purchaser requires order processing, fulfillment coordination, and order lifecycle management services for the YTG PMS platform; and

WHEREAS, Supplier is duly qualified and experienced to provide order management, data synchronization, and related services necessary to process Purchaser orders in accordance with the terms set forth herein; and

WHEREAS, the parties desire to define the scope, payment, confidentiality obligations, and term applicable to the services to be rendered under this Agreement.

Scope of Work

Supplier shall provide order management services for Purchaser's YTG PMS account, including but not limited to receiving purchase orders, validating order data, inventory reservation, coordination of fulfillment partners, status updates, exception handling, and reporting as described below.

Order Items

The following table captures representative order line items to be managed. Parties may attach supplemental order schedules or purchase orders that supersede these sample entries.

Payment Terms

Purchaser shall pay Supplier for services and order-related charges in accordance with the following provisions.

Any undisputed past-due invoiced amount shall accrue interest at per month (or the maximum permitted by law if lower), calculated daily from the due date until paid in full. Parties agree Supplier may suspend order processing for overdue accounts following fourteen (14) days' written notice.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Purchaser of its obligation to pay for goods and services rendered or orders accepted prior to termination.

Confidentiality

"Confidential Information" means nonpublic business, technical or financial information disclosed by one party (the Discloser) to the other (the Recipient) either directly or indirectly in writing, orally, or by inspection. Recipient shall: (a) hold Confidential Information in confidence using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known other than by Recipient's breach; (ii) is already in Recipient's possession as evidenced by written records prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or at Discloser's request, Recipient shall return or destroy Confidential Information, except to the extent retention is required for compliance with law or reasonable archival purposes.

Liability and Indemnification (Summary)

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from that party's breach of this Agreement, negligence, or willful misconduct. Except for liability resulting from indemnification obligations, gross negligence or willful misconduct, neither party's aggregate liability for direct damages arising under this Agreement shall exceed the total amounts paid or payable by Purchaser to Supplier under the twelve (12) months preceding the claim. In no event shall either party be liable for lost profits, special, incidental, consequential or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Exclusive venue for any disputes arising under this Agreement shall be the state or federal courts located within that jurisdiction.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

Entire Agreement

This Agreement, including any attached exhibits, schedules, and accepted purchase orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

The parties acknowledge that orders accepted by Supplier constitute offers accepted under the terms of this Agreement. Supplier's acceptance of any purchase order is expressly conditioned on Purchaser's agreement to the terms herein; any additional or conflicting terms in Purchaser's purchase orders are hereby rejected.

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